AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

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Name Position Type MR. JAIME ESPINOSA DE LOS MONTEROS PITARQUE CHAIRMAN INDEPENDENT MR. ALFREDO REDONDO IGLESIAS MEMBER EXECUTIVE CAJA CASTILLA LA MANCHA RENTING S.A. MEMBER PROPIETARY MR. JOSÉ SANCHO GARCÍA MEMBER INDEPENDENT MR. LUIS RIVERA NOVO MEMBER INDEPENDENT TVIKAP AB MEMBER PROPIETARY B.2.2 Specify whether the following Functions concern the Audit Committee. To control the drafting and the completeness of the financial statements related to the Company and, possibly, to the group, and check compliance with legislative requisites, the adequate delimitation of the perimeter of consolidation and the correct application of the accounting criteria. To periodically check the internal control systems and the risk management so that the main risks can be identified, managed and properly notified. To take care of the independence and efficacy of the internal auditing; propose the selection, appointment and re-election and release of the person responsible for the internal audit service; propose the budget for this service; receive periodical information on its activities, and check that the top management take the recommendations and conclusions of its reports into account. To establish and supervise a mechanism which enables the employees to communicate confidentially and, if they so wish, anonymously, the irregularities which have potential importance, especially as regards finance and accounting which they notice in the Company. To submit the proposals regarding the selection, appointment, re-election and replacement of the external auditor to the Board, as well as the contracting conditions. To regularly receive information from the external auditor on the audit plan and the results of its execution, and verify that the top management take its recommendations into account. To ensure the independence of the external auditor. In the case of groups, encourage the group auditor to assume the responsibility for the auditing of the companies which make up the group. YES YES YES YES YES YES YES YES B.2.3 Give a description of the rules of organisation and operation of each of the Board committees and the responsibilities assigned to them. Name of the Committee EXECUTIVE COMMITTEE
Brief description ORGANISATIONAL AND OPERATIONAL RULES. Regulated by article 24 of the Board of Directors Regulations. Meetings are called by the committee Chairman. It will routinely meet for ordinary sessions, once a month, and for extraordinary sessions, whenever it is deemed necessary by the Chairman, the Managing Director or three of its members. A session is deemed valid when half plus one of the members are present or represented at the meeting. Agreements shall be passed by a majority vote among those in attendance. The delegation of permanent powers to the Executive Committee, by the Board of Directors shall be expressly and specifically declared, the delegation agreement will include the enumeration and description of each one of the powers that are the subject of delegation. RESPONSIBILITIES. The committee will inform the Board of Directors of any matters discussed and any decisions taken, in the exercise of the delegated powers. In cases where, in the opinion of the Chairman or three committee members, it is deemed necessary due to the importance of the matter at hand, the agreements reached by the committee will be subject to ratification by a plenary session of the Board. Name of the Commitee AUDIT AND CONTROL COMMITTEE Brief Description RULES OF ORGANISATION AND FUNCTIONING In accordance with article 25 in force of the Regulations of the Board of Directors approved by the Board, all the members of this Commitee must be external Directors, and their knowledge of accounting, auditing and risk management must be taken into account for this appointment. The committee meets periodically as required (at least four times a year). One of its sessions will be devoted to evaluating the efficiency and fulfilment of the rules and procedures of governance of the company, and to preparing information for approval by the Board of Directors and inclusion with the reports on the company published each year. The meetings of the committee are called by the committee Chairman. The Chairman calls meetings when so required by the Chairman of the Board of Directors or by two members of the Committee. All members of the management team or of the Company’s are obliged to attend the sessions of the Committee and to collaborate with its work and furnish it access to the information they have if so required. The Committee may also require the Auditors to attend its sessions. In order to ensure it is better able to carry out its functions the committee may be advised by external professionals, whose contracting it shall apply for from the Board of Directors. The Board of Directors may not refuse to retain the services of such professional experts unless it is able to give reasons to show that it is not in the company interest to do so. RESPONSIBILITIES In accordance with the article 25.2. of the Regulations of the Board of Directors, the Audit and control Commitee will have the following basic responsibilities without prejudice to the other commitments assigned to it by the Law, the General shareholders’ Meeting or the Board of Directors: a) Informing the Board on issues raised by shareholders and considering suggestions made by shareholders, the Board and Managers. b) Proposing the Appointment of an Auditor, the conditions under which the auditor is retained, scope of mandate and its revocation or non- renewal. c) Liaison with external auditors; evaluation of the results of audits and the response of the management team to the auditor’s recommendations; mediation in cases of disagreement over the criteria and principles applicable to the Company’s Financial Statements; receiving information on issues that may jeopardise the independence of the auditors and other information as regards the development process of the financial statements, as well as other communications provided by the legislation on audits of accounts and technical regulations for audits. The Committee will support the auditors of the Group’s Parent Company in order to audit all the rest of companies.
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q AMPER, S.A. and Subsidiaries Cons
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AMPER, S.A. AND SUBSIDIARIES CONSOL
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• In accordance with IFRSs, these
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The consolidated financial statemen
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a. Assets and liabilities: applying
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The Group’s share in non-controll
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The criteria used to recognise impa
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e) Financial instruments Financial
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Likewise, the Group needs to effect
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At the end of 2011 a number of lega
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Changes in deferred tax assets or l
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) Compensation for dismissal In acc
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4. Business Combinations and Goodwi
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The Group carries out tests on impa
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For the cash-generating unit “Tel
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Accumulated amortisation Balance at
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Group companies consolidated under
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10. Trade and other receivables The
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This reserve will only be used unde
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The amount of variation in scope of
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The breakdown of bank financing at
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At 31 December 2011, Group companie
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Provincial Appeal Court also ordere
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17. Business and geographical segme
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(Thousands of Euros) YEAR 2011 Defe
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Inter-segment sales are made at pre
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The methodology used to establish t
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19. Tax affaires Most of the compan
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Company 31.12.09 Additions Scope va
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At 31 December 2011 and 2010, the G
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Remuneration to members of the Boar
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26. Other contingencies The Amper G
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27. Subsidiaries Below we present d
Page 71 and 72: Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75 and 76: Defence Communications and Security
Page 77 and 78: Outlook Despite the outlook of unce
Page 79 and 80: for an amount of 92 Million Euros,
Page 81 and 82: Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89 and 90: • The last listed price was 1.66
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: Specify the most significant change
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: Specify why they cannot be consider
Page 105 and 106: B.1.10 With regard to the recommend
Page 107 and 108: Type of Directors By company By gro
Page 109 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115 and 116: NO B.1.25 Specify if the Articles o
Page 117 and 118: B.1.32 Explain, where appropriate,
Page 119 and 120: B.1.38 Specify whether the Audit Re
Page 121: the Law on Public Limited Companies
Page 125 and 126: Name of the Committee APPOINTMENTS
Page 127 and 128: The Committees of the Board of Dire
Page 129 and 130: D.1 Description of the risk policy
Page 131 and 132: equired, its renewal or non renewal
Page 133 and 134: YES Specify the measures adopted Th
Page 135 and 136: Amper, S A losses for the fiscal ye
Page 137 and 138: Beneficiaries: The Managing Directo
Page 139 and 140: Likewise, in its session of 25 May
Page 141 and 142: Not applicable 3. Although Commerci
Page 143 and 144: the directors concerned, in additio
Page 145 and 146: See caption: B.1.21 Not applicable
Page 147 and 148: Complies 28. The companies must mak
Page 149 and 150: c) Main characteristics of occupati
Page 151 and 152: of the participation in the differe
Page 153 and 154: a) To submit proposals with regard
Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
Page 159 and 160: - In the case of all other employee
Page 161 and 162: changes approved, as well as formal
Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
Page 165 and 166: The descriptions cover controls for
Page 167 and 168: The manual establishes that its upd
Page 169 and 170: A description of the scope of the e
Page 171 and 172: KPMG KPMG Auditores S.L Edificio To
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3. Review the explanatory documenta
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Principal Companies of the Amper Gr
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AMPER, S.A. Balance Sheets (Thousan
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AMPER PROGRAMAS DE ELECTRÓNICA Y C
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AMPER SISTEMAS, S.A. (Unipersonal)
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HEMISFERIO NORTE BRASIL, S. L. (Uni
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GRUPO MEDIDATA INFORMÁTICA Balance
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EPICOM, S.A. Balance Sheets (Thousa
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LANDATA COMUNICACIONES DE EMPRESA,
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AMPER GROUP Balance Sheets (Thousan
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eLandia INTERNATIONAL, INC. Balance
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7. Delegation, in favour of the Boa
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a) By the subsequent and express re
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In accordance with the provisions s
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Resolutions relating to item three
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Shareholders representing at least
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members are present or represented
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This Regulation aims to: a) Make pu
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• Significant events notified to
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information could be harmful to the
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Article 7. Convening of a meeting a
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Article 11. Agenda The agenda shall
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esolution previously adopted to suc
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Article 28: Publication Following i
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other existing paid-up share capita
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each issue or issue tranche; howeve
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
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Article 16 B: Right to information
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The shareholders representing at le
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The Board of Directors shall meet w
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All this makes it advisable to adap
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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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along with the functions and powers
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ACTIVITY REPORT OF THE APPOINTMENTS
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- Allowance of the Board Members fo
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Mr. Ignacio Javier López del Hierr
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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